A lawyer shall be subject ot discipline because of another lawyer's violation of these
rules of professional conduct if:

(a) The lawyer is a partner or supervising lawyer and orders, encourages, or knowingly
permits the conduct involved; or

(b) The lawyer is a partner in the law firm in which the other lawyer practices, is the
general counsel of a government agency's legal department in which the other lawyer is
employed, or has direct supervisory authority over the other lawyer, and with knowledge of
the other lawyer's violation of these rules knowingly fails to take reasonable remedial
action to avoid or mitigate the consequences of the other lawyer's violation.

Comment - Rule 5.01

1. Rule 5.01 conforms to the general principle that a lawyer is not vicariously
subjected to discipline for the misconduct of another person. Under Rule
8.04, a lawyer is subject to discipline if the lawyer knowingly assists or induces
another to violate these rules. Rule 5.01(a) additionally provides that a partner or
supervising lawyer is subject to discipline for ordering or encouraging another lawyer's
violation of these rules. Moreover, a partner or supervising lawyer is in a position of
authority over the work of other lawyers and the partner or supervising lawyer may be
disciplined for permitting another lawyer to violate these rules.

2. Rule 501(b) likewise is concerned with the lawyer who is in a position of authority
over another lawyer and who knows that the other lawyer has committed a violation of a
rule of professional conduct. A partner in a law firm, the general counsel of a government
agency's legal department, or a lawyer having direct supervisory authority over specific
legal work by another lawyer, occupies the position of authority contemplated by Rule
5.01(b).

3. Whether a lawyer has "direct supervisory authority over the other lawyer"
in particular circumstances is a question of fact. In some instances, a senior associate
may be a supervising attorney.

4. The duty imposed upon the partner or other authoritative lawyer by Rule 501(b) is to
take reasonable remedial action to avoid or mitigate the consequences of the other
lawyer's known violation. Appropriate remedial action by a partner or other supervisory
lawyer would depend on many factors, such as the immediacy of the partner's or supervisory
lawyer's knowledge and involvement, the nature of the action that can reasonably be
expected to avoid or mitigate injurious consequences, and the seriousness of the
anticipated consequences. In some circumstances, it may be sufficient for a junior partner
to refer the ethical problem directly to a designated senior partner or a management
committee. A lawyer supervising a specific legal matter may be required to intervene more
directly. For example, if a supervising lawyer knows that a supervised lawyer
misrepresented a matter to an opposing party in negotiation, the supervisor as well as the
other lawyer may be required by Rule 501(b) to correct the resulting misapprehension.

5. Thus, neither Rule 501(a) nor Rule 501(b) visits vicarious disciplinary liability
upon the lawyer in a position of authority. Rather, the lawyer in such authoritative
position is exposed to discipline only for his or her own knowing actions or failures to
act. Whether a lawyer may be liable civilly or criminally for another lawyer's conduct is
a question of law beyond the scope of these rules.

6. Wholly aside from the dictates of these rules for discipline, a lawyer in a position
of authority in a firm or government agency or over another lawyer should feel a moral
compunction to make reasonable efforts to ensure that the office, firm, or agency has in
effect appropriate procedural measures giving reasonable assurance that all lawyers in the
office conform to these rules. This moral obligation, although not required by these
rules, should fall also upon lawyers who have intermediate managerial responsibilities in
the law department of an organization or government agency.

7. The measures that should be undertaken to give such reasonable assurance may depend
on the structure of the firm or organization and upon the nature of the legal work
performed. In a small firm, informal supervision and an occasional admonition ordinarily
will suffice. In a large firm, or in practice situations where intensely difficult ethical
problems frequently arise, more elaborate procedures may be called for in order to give
such assurance. Obviously, the ethical atmosphere of a firm influences the conduct of all
of its lawyers. Lawyers may rely also on continuing legal education in professional ethics
to guard against unintentional misconduct by members of their firm or organization.